UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)

|[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------------------
|                                                                                       
|For the quarterly period ended April 30, 2005                                          
|                                                                                       
|[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                
|                                                                                       
|For the transition period from _________________ to _________________                  
|                                                                                       
|Commission file number:  000-21812                                                     
|                                                                                       
|Franklin Lake Resources Inc.                                                           
|(Exact name of small business issuer as specified in its charter)                      
|                                                                                       
|Nevada                                                                                 
|(State or jurisdiction of incorporation or organization)                               
|                                                                                       
|172 Starlite Street                                                                    
|So. San Francisco, CA 94080                                                            
|(Address of principal executive offices)                                               
|                                                                                       
|(650) 588-0425                                                                         
|(Issuer's telephone number)                                                            

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock,
13,248,975 shares issued and outstanding as of April 30, 2005.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]





-1-

---





TABLE OF CONTENTS

|                                                             | PAGE
|------------------------------------------------------------ | ----
|PART I - FINANCIAL INFORMATION                               | 3   
|Item 1. Financial Statements.                                | 3   
|Item 2. Management's Discussion and Analysis.                | 9   
|Item 3. Controls and Procedures                              | 9   
|PART II - OTHER INFORMATION                                  | 10  
|Item 1. Legal Proceedings.                                   | 10  
|Item 2. Changes in Securities.                               | 10  
|Item 3. Defaults Upon Senior Securities.                     | 10  
|Item 4. Submission of Matters to a Vote of Security Holders. | 10  
|Item 5. Other Information.                                   | 10  
|Item 6. Exhibits and Reports on Form 8-K.                    | 10  
|SIGNATURES                                                   | 11  























-2-

---





PART I - FINANCIAL INFORMATION





Item 1. Financial Statements.

























-3-

---





|FRANKLIN LAKE RESOURCES INC.
(An Exploration Stage Company)
Consolidated Balance Sheet
(Unaudited)
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|                                                                                                  
|ASSETS                                                                                            
|Current Assets:                                                                                   
|Cash                                                                                              
|Prepaids and other                                                                                
|Total Current Assets                                                                              
|                                                                                                  
|Fixed Assets:                                                                                     
|Office furniture & equipment                                                                      
|Plant equipment                                                                                   
|Accumulated depreciation                                                                          
|Total Fixed Assets                                                                                
|                                                                                                  
|Other Assets:                                                                                     
|Reclamation
    bond - net of estimated reclamation costs                                         
|Impaired patents & intellectual property - net                                                    
|                                                                                                  
|Total Assets                                                                                      
|                                                                                                  
|LIABILITIES & SHAREHOLDERS' EQUITY                                                                
|                                                                                                  
|Current Liabilities:                                                                              
|Accounts payable and accrued liabilities                                                          
|Total Current Liabilities                                                                         
|                                                                                                  
|Total Liabilities                                                                                 
|                                                                                                  
|Stockholders' Equity:                                                                             
|Preferred Stock, $.001 par value; authorized 5,000,000 shares;                                    
|no preferred shares outstanding                                                                   
|Common Stock, $.001 par value; authorized 45,000,000 shares;                                      
|13,248,975 issued and outstanding at April 30, 2005;                                              
|11,813,975 issued and outstanding at October 31, 2004                                             
|Additional Paid-In Capital                                                                        
|Accumulated Deficit                                                                               
|Total Stockholders' Equity                                                                        
|                                                                                                  
|Total Liabilities and Stockholders' Equity                                                        







-4-

---





|FRANKLIN LAKE RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Revenues                                                                                                     
|Total Revenue                                                                                                
|Expenses:                                                                                                    
|Mineral exploration costs                                                                                    
|Depreciation/amortization expenses                                                                           
|General and administrative                                                                                   
|Impairment of patents and                                                                                    
|Intellectual property                                                                                        
|                                                                                                             
|Total Expenses                                                                                               
|                                                                                                             
|                                                                                                             
|Other Income:                                                                                                
|Interest Income                                                                                              
|Precious Metal Sales                                                                                         
|                                                                                                             
|Net Loss                                                                                                     
|                                                                                                             
|Weighted Average Shares                                                                                      
|Common Stock Outstanding                                                                                     
|Net Loss Per Common Share                                                                                    
|(Basic and Fully Diluted)                                                                                    





-5-

---





|FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
|--------------------------------------------------------------------------------------------------------------
|                                                                                                              
|                                                                                                              
|Cash Flows used in Operating Activities:                                                                      
|Net Loss                                                                                                      
|                                                                                                              
|Adjustments to reconcile net loss to net cash provided by operations                                          
|Amortization / depreciation                                                                                   
|Proceeds- net book value of equipment licenses,                                                               
|properties sold/ abandoned                                                                                    
|Impairment of patents and intellectual property                                                               
|Common stock issued for compensation, rent and expenses                                                       
|                                                                                                              
|Changes in Operating Assets and Liabilities:                                                                  
|(Increase) decrease in prepaid expenses and other                                                             
|Increase (refund) of reclamation bond outstanding                                                             
|Increase ( decrease)  in accounts payable and accrued liabilities                                             
|Cash Flows used in Operating Activities                                                                       
|                                                                                                              
|Cash Flows from Investing Activities:                                                                         
|Purchases of plant & equipment                                                                                
|Acquisition of mineral properties                                                                             
|Total Cash Flows Provided by Investing Activities                                                             
|                                                                                                              
|Cash Flows from Financing Activities:                                                                         
|Common stock issued for cash                                                                                  
|Loan proceeds                                                                                                 
|Advances (repayments) from  officers/directors/affiliates                                                     
|Cash Flows from Financing Activities                                                                          
|                                                                                                              
|Net Increase (Decrease) in Cash                                                                               
|                                                                                                              
|Cash at Beginning of Period                                                                                   
|                                                                                                              
|Cash at End of Period                                                                                         





-6-

---





FRANKLIN RESOURCES INC.

AND SUBSIDIARIES



NOTES TO FINANCIAL STATEMENTS



April 30, 2005



A.  BASIS OF PRESENTATION



The Interim financial statements of Franklin Lake Resources Inc. and Subsidiaries (the Company) for the three months and the six months ended April 30, 2005 and 2004 are not audited.  The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.



In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Companys financial position as of April 30, 2005 and the results of operations and cash flows for the three months and six months ended April 30, 2005 and 2004.



The results of operations for the three months and six months ended April 30, 2005 and 2004 are not necessarily indicative of the results for a full year period.





B.  SIGNIFICANT ACCOUNTING POLICIES



(a)

Principles of Consolidation



These consolidated financial statements include the accounts of Naxos Resources ltd., Franklin Lake Resources Inc., and Naxos Resources (U.S.A.), Ltd., for period ended April 30, 2005 and April 30, 2004.



(b)

Use of Estimates



The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



(c)

Mineral properties and Equipment



The Company has expensed the costs of acquiring, exploring and developing its precious metal properties during the periods in which they were incurred, and will continue to do so until it is able to determine if it has commercially recoverable ore reserves present on the properties.  If it determines that such reserves exist, it will capitalize further costs.



Reclamation bonds for which the Company has posted refundable cash deposits cover the restoration and rehabilitation of the Companys BLM properties.  The Company does not believe that it is obligated for significant environmental, rehabilitation or restoration expenses for the mining operations it has conducted to date.  The Company believes that its cash deposits could be totally refunded without significant additional expenditures to restore its mining properties.



-7-

---





(d)

Loss Per Share



Loss per share is based on the weighted average number of shares outstanding during the period.  The Company adopted SFAS No. 128, Earnings Per Share.



(e)

Comprehensive Income



The Company adopted SFAS No. 130, Reporting Comprehensive Income, which requires inclusion of foreign currency translation adjustments, reported separately in its Statement of Stockholders Equity, in other comprehensive income.  Such amounts are immaterial and have not been reported separately.  The Company had no other forms of comprehensive income since inception.



(f)

Stock Based Compensation



The Company has elected to follow Accounting Principles Board Opinion No. 25 (APB 25) and related interpretations in accounting for its employee stock options.  Under APB25, when the exercise price of employee stock options is equal to the estimated market price of the stock on the date of grant, no compensation expense is recorded.  The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standard No. 123 (SFAS 123) with respect to employee stock options,



(g)

Income Taxes



The Company has adopted SFAS No. 109 Accounting for Income Taxes.  The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns.



In estimating future tax consequences, all expected future events, other than enactment of changes in the tax laws or rates, are considered.



Due to the uncertainty regarding the Companys future profitability, the future tax benefits of its losses have been fully reserved and no net tax benefit has been recorded in these financial statements.



(h)

Fair Value of Financial Instruments



The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  These financial instruments include cash, tax credit recoverable, reclamation bond, loan receivable, accounts payable and accrued liabilities, amount due to a director and loan payable.  Fair values were assumed to approximate fair values or they are receivable or payable on demand.  Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.





-8-

---





Item 2  -  Management's Discussion and Analysis or Plan of Operation



Plan of Operation



During the fiscal year ended October 31, 2004, we curtailed testing of the Franklin Lake material. Although we continue such testing, we have limited our independent consultants to one firm, Arrakis, Inc., of Englewood, CO.  We have received results of preliminary and Phase 1 testing (which we are still verifying), but which we believe will be sufficiently positive to justify proceeding with Phase 2 testing.  If so, Phase 2 will include preparation of engineering plans for integrating equipment from MR3 Systems, Inc. (with whom we are working on extracting precious metals from the playa) with our own equipment at our Amargosa production facility (formerly referred to as the Farm), and it will include assistance with preparation of applications for necessary EPA and other environmental permits to begin production.  MR3 Systems has agreed to be responsible for the cost of Phase 2, estimated at not more than $25,000.  We estimate that Phase 2 will be completed by August 1, 2005.  We do not yet have an estimate of the time that will be required to complete the permit applications or for the time that the applicable government agencies will require to process them, nor do we know what conditions, if any, they may impose on our proposed operations.



Item 3  -  Controls and Procedures



Evaluation of Disclosure of Controls and Procedures



As of the end of the period covered by this report, an evaluation was made by our chief executive officer, who is also our acting chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  Based on that evaluation, our chief executive officer, in that capacity and in his capacity as acting chief financial officer, concluded that these disclosure controls and procedures were effective as of that time.  In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Changes in Internal Controls



There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.







-9-

---





PART II  -  OTHER INFORMATION



Item 1  -  Legal Proceedings



We are not aware of any current or threatened legal proceedings disclosable under this item.



Item 2  -  Changes in Securities



None



Item 3  -  Defaults upon Senior Securities



None



Item 4  -  Submission of Matters to a vote of Security Holders



None



Item 5  -  Other Information



None



Item 6  -  Exhibits and Reports on Form 8-K



Exhibits:



No.            Description

31             
Certification of CEO / Acting CFO



32             
Certification of CEO / Acting CFO





Reports on Form 8-K



None







-10-

---





SIGNATURES



In accordance with the requirements of the Exchange Act, Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



FRANKLIN LAKE RESOURCES INC.



Dated:  June
21, 2005                                    By /s/  Father Gregory Ofiesh

Father Gregory Ofiesh

Its President and

Acting Chief Financial Officer

























-11-

---